Resolute Forest Products (RFP) S-8 POSRegistration of securities for employees (post-effective amendment)

As filed with the Securities and Exchange Commission on August 7, 2020

Registration No. 333-241026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RESOLUTE FOREST PRODUCTS INC.

(Exact name of registrant as specified in its charter)

111 Robert-Bourassa Blvd., Suite 5000, Montreal, Quebec, Canada H3C 2M1

(Address of Principal Executive Offices, Including Zip Code)

Resolute Forest Products 2019 Equity Incentive Plan

(Full title of the plan)

The Corporation Trust Company

Corporation Trust Center, 1209 Orange Street

Wilmington, Delaware 19801

(Name and address of agent for service)

302-658-7581

(Telephone number, including area code, of agent for service)

COPIES TO:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-8, File No. 333-241026 (the “Registration Statement”), is filed by Resolute Forest Products Inc. (the “Registrant”) solely for the purpose of correcting a clerical error in the consent of PricewaterhouseCoopers LLP (the “Consent”) filed as Exhibit 23.1 to the Registration Statement. The corrected Consent is filed as Exhibit 23.1 to this Amendment.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INDEX TO EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Quebec, Canada, on August 7, 2020.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.